UPDATE 3-Disney's bid for Fox assets gains momentum -sources

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(Adds detail about Fox, comment from CEO James Murdoch)

By Greg Roumeliotis and Jessica Toonkel

Dec 5 (Reuters) - Walt Disney Co is in the lead to acquire much of Twenty-First Century Fox Inc’s media empire, though rival suitor Comcast Corp remains in contention, people familiar with the matter said on Tuesday.

The Murdoch family, which controls Fox, prefers a deal with Disney because it would rather be paid in Disney than Comcast stock, and expects a potential deal with Disney to be cleared by U.S. antitrust regulators more easily, one of the sources said.

However, no deal between Disney and Fox is imminent and several issues have yet to be fully negotiated, the sources said.

The Reuters sources asked not to be identified because the negotiations are confidential. Fox and Comcast declined to comment, while Disney did not immediately respond to requests for comment.

Fox is exploring a potential sale as it is has been considered undervalued relative to its peers, said Brian Wieser, an analyst at Pivotal Research.

“At the beginning of this year, Fox was the only buy-rated stock I had because it was so depressed relative to everything else in the sector,” Wieser said.

Fox Chief Executive James Murdoch, speaking at the UBS Global Media and Communications Conference in New York on Tuesday, declined to comment on reports about a potential sale.

”It’s always good to look at what’s going to create the most value for our shareholders,” he told attendees.

CNBC had reported earlier on Tuesday that a deal for Disney to buy Fox’s movie studio and television production assets for more than $60 billion could come as early as next week.

Fox shares were up 0.57 percent in late afternoon trading, while Disney was down 2.45 percent. Comcast shares were down 1.56 percent.

Disney, which has a market value of around $166 billion, would acquire Fox’s FX and National Geographic cable channels, its movie studio, the Star network in India and stake in European pay-TV provider Sky PLC.

Fox anticipates that its deal to buy the remaining 61 percent stake of Sky, which has been held up by regulators, will be approved in the first half of 2018. Any deal for Fox would include the remaining stake of Sky, sources have told Reuters.

Fox would keep its news and business news divisions, its broadcast stations and Fox Sports, the sources said.

Reuters reported in November that Comcast, which is the largest U.S. cable provider and has a market value of around $188 billion, had expressed interest in Fox assets.

Those assets would offer the opportunity for both Comcast and Disney to broaden their international distribution footprint.

They would also be a source of new content at a time when companies like Amazon.com Inc and Netflix Inc are spending billions to bulk up on programming. Comcast has steadily boosted its ownership of content over the years.

Any potential deal would follow the U.S. Department of Justice’s decision to sue to block AT&T Inc’s $85.4 billion deal to buy Time Warner Inc.

Reporting by Greg Roumeliotis and Jessica Toonkel in New York;
Additional reporting by Laharee Chatterjee and Munsif Vengattil
in Bengaluru and Anjali Athavaley in New York; Kate Holton in
London, Lisa Richwine in Los Angeles; Editing by Saumyadeb
Chakrabarty and Meredith Mazzilli